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Summary Plan DescriptionVeolia NorthAmerica401(k)Savings PlanAs in effect January 1, 2021
TABLE OF CONTENTSINTRODUCTION . 1ELIGIBILITY . 1EMPLOYEE AND EMPLOYER CONTRIBUTIONS . 2AUTOMATIC ENROLLMENT AND INCREASE . 4MAKING ELECTIONS AND MANAGING YOUR ACCOUNT . 4LIMITATIONS ON CONTRIBUTIONS . 5INVESTMENT OF PLAN ASSETS . 7VESTING . 8LOANS . 9WITHDRAWALS PRIOR TO TERMINATION OF EMPLOYMENT . 10DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT . 11TAX CONSIDERATIONS . 12CLAIMS PROCEDURE . 13AMENDMENT OR TERMINATION OF PLAN . 15PLAN ADMINISTRATION . 15YOUR ERISA RIGHTS . 16MISCELLANEOUS . 17GLOSSARY . 18- -
INTRODUCTIONVeolia North America, LLC maintains theVeolia North America 401(k) SavingsPlan to help you build financial security foryour future. The Plan is designed to helpyou save for your retirement and createadded protection for your family in the eventof your death.You can call Fidelity Investments toll free at800-835-5095. When you call, you will beconnected to the voice response system, oryou can stay on the line and speak to acustomer service representative. You mayalso access your accounts online usingFidelityNetBenefits atwww.netbenefits.com.Except where otherwise noted, thisSummary Plan Description describes thePlan as in effect on January 1, 2021.Please read this Summary Plan Descriptioncarefully, and, if you are married, please askyour spouse to read it as well.ThisSummary Plan Description summarizes themain provisions of the Plan. It is not thePlan document. If there are conflictsbetween the provisions of the Plan andthis Summary Plan Description, the Planwill control. A copy of the Plan documentis available from your Employer forinspection or copying.1ELIGIBILITYYou will be eligible to participate in the Planif you are classified as an employee of anEmployer by virtue of being paid through theVeolia North America payroll system andreceiving a Form W-2. However, certainemployees and other individuals are noteligible to participate in the Plan, onservicestoFidelityInvestments on July 1, 2020.FidelityInvestments is the recordkeeper for the Planand maintains detailed information aboutyour Plan account. Fidelity Investmentsoffers convenient resources to: receive up to date information aboutyour accounts; obtain general Plan and investmentfund information; initiate certain Plan transactions; andspeaktoacustomerservicerepresentative if you have moredetailed inquiries about the Plan.1This Summary Plan Description uses certain definedwords and phrases from time to time. These words andphrases, which will always be capitalized, have precisemeanings, many of which are required by federal law.Defined terms and their meanings are listed in the Glossaryat the end of this booklet. When you read a capitalized wordor phrase, you should find the definition to determine theword’s special meaning. Employees who are covered by acollective bargaining agreement thatdoes not provide for participation in thePlan; Leased employees and independentcontractors, including those individualswho are not classified on theEmployer’s payroll records as anemployee subject to payroll taxwithholding; Nonresident aliens who do not haveUnited States income from theEmployer; Resident aliens who are on temporaryassignment to the United States andclassified as an “inpat” on theEmployer’s payroll system; or Certain individuals who becomeemployees of an Employer by virtue ofa merger or acquisition.While regular full-time and part-timeemployees are eligible on their date of hire(or if later, when they are 18 years of age),temporary employees are only eligible to-1-
participate in the Plan after completing ayear of service. 27,000. 3,000 will be contributed to thePlan on your behalf in your Account. Youpay current Federal income tax only on the 27,000 you actually receive; there will beno Federal income tax due with respect toyour 3,000 Deferred Savings in the year ofits contribution to the Plan. Your Employerwill be required to withhold FICA (SocialSecurity/Medicare) taxes, and possiblyapplicable state and local income taxes,with respect to your 3,000 DeferredSavings contribution to the Plan.If your employment terminates after youhave become a Participant in the Plan andyou are later re-employed, you will beeligible to participate in the Planimmediately as of your re-employment date(assuming that you are otherwise eligible).EMPLOYEE AND EMPLOYERCONTRIBUTIONSThe Plan provides for several different typesof contributions including: Deferred Savings Roth Contributions Age 50 Catch-Up Contributions Rollover Contributions Employer Matching ContributionsEach of these contributiondescribed below.typesYou may designate as your DeferredSavings up to 60%, in whole percentages,of your Eligible Compensation up to themaximum limit described in Limitations onContributions. You may elect to increase,decrease or discontinue your DeferredSavings at any time. If you do discontinueyour Deferred Savings, you may elect toresume making Deferred Savings to thePlan at any time you are still an eligibleemployee. Such increases or decreases toyour Deferred Savings, or discontinuance orresumption of Deferred Savings, will beprospective and processed at the beginningof the next payroll period, if administrativelyfeasible. You may elect to have yourDeferredSavingscontributionsautomatically increased each year throughFidelity’s Annual Increase Program. SeeAutomatic Enrollment and Increase for moreinformation.areDeferred SavingsAs a Participant in the Plan, you may electto make contributions out of your currentcompensation instead of receiving suchamount as current, taxable compensation.These contributions are known as DeferredSavings. All Deferred Savings will bewithheld from your wages on a pre-tax basiseach payroll period, and you will not betaxed on the Deferred Savings, nor anyearnings on such contributions, until thetime you actually receive a distribution.Roth ContributionsYou may elect to contribute a portion of yourEligible Compensation to your Accountunder the Plan as a Roth Contribution. Ifyou elect to make a Roth Contribution, youwill pay taxes on the amount at the time ofcontribution, but when you retire you canwithdraw the amounts you have contributedwithout any additional taxes. Further, anyearnings on Roth Contributions under thePlan are tax-free (not simply tax deferred) ifyou take a “qualified distribution.” See, TaxConsiderations. A “qualified distribution” is apayment made (i) at the end of the five-yearperiod beginning with the first year in whichExample:If you make 30,000 per year and you electto contribute Deferred Savings equal to 10%of your Eligible Compensation per year tothe Plan, the current compensation from theEmployer actually paid out to you would bereduced by 3,000 (10% of 30,000) to-2-
you authorized Roth Contributions and (ii)on or after the date you attain age 59 1/2,become disabled or die.benefit. Any such rollover contribution thatyou transfer to the trust fund under the Planshall be held in a separate account in thetrust fund for your benefit and you shallhave a fully Vested Interest in such accountat all times.You may designate Roth Contributions upto 60%, in whole percentages, of yourEligible Compensation up to the maximumlimitdescribedinLimitationsonContributions. However, your combinedDeferred Savings and Roth Contributionsmay not exceed 60% of your EligibleCompensation.Employer Matching ContributionsYour Employer will contribute to your PlanAccount a Matching Contribution on yourDeferred Savings and Roth Contributions(including any Catch-Up Contributions).Your Employer will match:Age 50 Catch-Up ContributionsIf you are least age 50 or will reach age 50during the calendar year, you have theoption of making an additional DeferredSavings or Roth Contribution to the Plan(called a Catch-Up Contribution) up to themaximum limit described in Limitations onContributions. In order to qualify to makethe full catch-up contribution in each year,you must first contribute maximum deferralamount allowed by the IRS, which is 19,500 in 2021. 100% of the first 3% of your EligibleCompensation you contribute; plus 50% of the next 3% of your EligibleCompensation you contribute.You may elect to make Catch-UpContributions prior to reaching themaximumlimitabove,butthosecontributions will not be categorized asCatch-Up Contributions until the limit isreached. Your combined Deferred Savings,RothContributionsandCatch-UpContributions may not exceed 60% of youEligible Compensation.Example:So, if you contribute at least 6% of yourEligible Compensation as Deferred Savingsor a Roth Contribution (including any CatchUp Contributions), you will receive the fullavailable Matching Contribution.If you make 30,000 per year and you electto contribute Deferred Savings equal to 6%of your Eligible Compensation per year tothe Plan, you will be contributing 1,800 forthe year. The Matching Contribution will be 1,350:Rollover ContributionsIf you are a Participant, you may elect totransfer to the Plan all or a portion of thebenefit you receive from a 401(a) taxqualified employer retirement plan, 403(a)annuity plan,403(b)plan,eligiblegovernmentalSection 457(b) plan, orcertain individual retirement accounts. Youmust transfer the benefit from the prior planor individual retirement account to the Planas a direct rollover or you must transfer thebenefit to the Plan on or before 60 daysafter the date on which you received such 100% of 900 (3%) or 900, plus 50% of 900 (3%) or 450Deferred Savings: 1,800Matching Contribution: 1,350Total Retirement Savings: 3,150The timing and pattern of your DeferredSavings or Roth Contributions may impactthe Matching Contributions you receiveeach payroll. For example, if you aredeferring below the fully matched deferral-3-
level for a period of time, and then you deferabove that level, even if the total of yourDeferred Savings for the year equals theamount that would be matched on anannual basis, the pattern of DeferredSavings contributions result in the earlierpayroll periods being not fully matched whilelater payroll periods will cap out. To avoidthis result, after the end of each Plan Yearthe Employer will make an annual “true-up”matching contribution by looking at yourDeferred Savings and Roth Contributions(including any Catch-Up Contributions) onan annual basis to ensure that the correctmatch was made for the full Plan Year.If you are automatically enrolled, yourcontributions will be invested in the FIAMIndex Target Date Commingled PoolClass T that most closely matches yourtarget retirement year based on age 65,according to your age at the time. You areencouraged to review these investmentsand make an active investment choice foryour Account. See, Investment of PlanAssets, in your SPD for more information.MAKING ELECTIONS AND MANAGINGYOUR ACCOUNTThe Committee has selected FidelityInvestments as the Plan’s third partyadministrator. When you become eligible toparticipate in the Plan, you may elect tobegin Deferred Savings and RothContributions, choose to make Catch-UpContributions, or opt out of participation by:AUTOMATIC ENROLLMENT ANDINCREASEIf you are newly eligible for the Plan or anewly rehired eligible employee, you will beautomatically enrolled in the Plan. You willreceive an Automatic Enrollment Noticewithin 10 to 14 days of your eligibility datethat explains that you will be automaticallyenrolled in the Plan for Deferred Savings at3% if you have not otherwise made anelection about how much to contribute to thePlan. Calling the Plan’s toll-free number at800‐835‐5095 and speaking with aFidelity representative; or Logging on to the Fidelity website atwww.netbenefits.com.When you register, please click on “VeoliaNorth America 401(k) Savings Plan” toaccess your Plan account.Yourcontributions will commence with the nextpayroll period, if administratively feasible,after your election.In January of each subsequent Plan Year, ifyou have not opted out of making DeferredSavings contributions, the percentage ofyour Eligible Compensation for which youare enrolled will increase by 1% until yourDeferred Savings percentage equals 6%.You can also connect with Fidelity tochangeyourcontributions,selectinvestment funds, appoint a beneficiary orview your retirement savings.If you did not opt out before beingautomatically enrolled in the Plan, you maystill opt out and withdraw any DeferredSavings that you contributed if you contactFidelity within 90-days of the firstcontribution. (This action will also turn offthe automatic increase feature.)Pleasenote that any Matching Contributionsassociated with the Deferred Savings thatyou withdraw will be forfeited. The fundswill be included in your gross income in theyear of the withdrawal, but you will not payany early withdrawal penalty. -4-Online. Log on to your account atwww.netbenefits.com for 24-houraccess to information about youraccount and your investments. You’llneed your personal identificationnumber (PIN) to use the NetBenefitswebsite. To receive information andnotices from Fidelity by e-mail, sign upfor e-delivery, a fast and secure way toreceive your Plan communications. Log
on and click Profile to change yourpreferences. On your mobile device. Download theNetBenefits app today for your Apple,Android, or Amazon device or for theMicrosoft Surface. By phone. Call 800‐835‐5095 to reachFidelity’s Voice Response System(VRS). You’ll need your personalidentification number (PIN) to use VRS.detect and verify your voiceprint inthe first few moments of the call, anduse that to verify your identity. Youwill be automatically enrolled for thissecurity feature, unless you declineto use it. To create a PIN, follow the prompts whenyou access the NetBenefits website. Or youcan speak with a Fidelity associate Mondaythrough Friday from 8:30 a.m. to 8 p.m.,Eastern time.Your Password and SecurityYour Account information is personal andconfidential. Your username and passwordgive you access to your personalizedbenefits information through Fidelity.Note: Security code authentication isrequired to access your accountonline. If you are not yet registeredfor online account access, you willneed to use this feature wheneveryou log on, effective immediately.You have a role in ensuring that yourAccount information remains confidential.To protect the security of your account, it iscritical that you establish a uniqueusername and password. Your passwordmust have 6 to 20 letters, numbers, and/orspecial characters. You may not use anypersonal information in your password,including your Social Security Number,phone number or date of birth. If youalready are a registered account holder withFidelity, your existing user name andpassword will be applied. Don’t share yourpassword with anyone or leave it in placeswhere it can easily be found. You shouldchange your password regularly. In addition,when you’re logged on to your account, besure log out before leaving your computerunattended.Take advantage of thefollowing additional security features thatFidelity offers: Security code authentication forlogon. With this feature, you willreceive a text message with asecurity code when you attempt tolog on to your account atwww.netbenefits.com.Youcanchoose to receive the code eachtime you log on or only when loggingon from an unrecognized device.You will need to enter this codeonline (in addition to your user nameand password) to complete thelogon process. Text message updates. You canopt to receive text messagesregardingtransactionstatusupdates. With this service, Fidelitywill send a text message at eachstep of certain transactions andwhen a transaction is complete. Thisway, you will be notified promptly ofany unauthorized transactions. Enhancedphonesecuritypassword. You may want to createan enhanced security password foryour account. You will be asked foryour enhanced security passwordeach time you call the contactcenter.LIMITATIONS ON CONTRIBUTIONSFidelity MyVoice . This featureallows you to forego PINs orpasswords. Instead, MyVoice willThe Code limits the total amount ofemployer and employee contributions whichmay be allocated to any Participant’s-5-
Limits onAccount.Account under this Plan (and any otherindividual account plan of the sameemployee).ContributionstoThe total maximum annual additionsallocated to your individual , Catch-Up Contributions andMatching Contributions) may not exceed thelesser of:Limits on Deferred Savings and RothContributions.The maximum Deferred Savings and RothContributions which any Participant maymake to the Plan (together with certainother similar 401(k) plans of any employerin which the Participant might participate)for the 2021 taxable year, is Annual 19,500 58,000 (this amount may be furtheradjusted by the IRS to reflect increasesin the cost of living in future years), or 100% of your compensation.This dollar limit will be indexed each year tothe cost-of-living, as determined by the IRS.If in any taxable year you should makecontributions to a plan, similar to this Plan,sponsored by another employer, it isimportant for you to notify Fidelity as to thedetails, so that they might assist you inavoiding making contributions that exceedthis limit.If the total annual addition which would beallocated to your Account under the Plan ina Plan Year exceeds this limit, a reductionwill be made, to the extent necessary. Ifthis occurs, any amounts attributable to yourown contributions will be distributed to you.If you believe you have exceeded the legallimit in any Plan Year, contact Fidelity at800-835-5095 for more information.Limit on Catch-Up Contributions.Limits on Eligible Compensation.The maximum Catch-Up Contributionswhich any Participant may make to the Plan(together with certain other similar 401(k)plans of any employer in which theParticipant might participate) for the 2021taxable year, isThe IRS also limits the amount of EligibleCompensation that may be used todetermine contributions. The definition isalsolimitedtotheelementsofcompensation described in the definition of“Eligible Compensation” described in theGlossary. Eligible Compensation does notinclude any amounts you receive asseverance pay. Compensation may notexceed 290,000 (as further indexed forinflation in later years) for purposes ofdetermining Matching Contributions and theannual limit on contributions to aParticipant’s Account. 6,500This dollar limit will also be indexed eachyear to the cost-of-living, as determined bythe IRS. If in any taxable year you shouldmake contributions to a plan, similar to thisPlan, sponsored by another employer, it isimportant for you to notify Fidelity as to thedetails, so that they might assist you inavoiding making contributions that exceedthis limit.Limits on Highly Compensated or KeyEmployees.The Committee has the power, on anondiscriminatory basis, to reduce theamount of Deferred Savings and RothContributions that Highly CompensatedEmployees are permitted to make, as well-6-
Actively managed investmentsas Matching Contributions allocated to theaccountsofHighlyCompensatedEmployees in order to pass certaindiscrimination tests of the Code.Capital preservationDomestic fixed income bondsThe Plan also contains some specialprovisions required by the Code, whichbecome operative in the event that the Planshould become “top-heavy”. In general, thePlan would become “top-heavy” if thepresent value of the accounts of KeyEmployees should exceed 60% of the sumof the present value of accounts of all PlanParticipants,excludingformerKeyEmployees. Key Employees include certainofficers and shareholders of the Employer.International fixed income bondsLarge-cap domestic stockMid- and small-cap domestic stockInternational stockQualified Default Investment AlternativeIf you do not direct your contributions to beallocated to the Plan’s investment fundsupon your initial contribution, your Accountwill be invested for you in the Plan’s defaultFIAM Index Target Date Commingled PoolClass T, which varies based on your age.These funds are designed to allocateinvestment mixes based upon your currentage and an assumed retirement age of 65.If your contributions are defaulted into theFIAM Index Target Date Commingled PoolClass T because you do not make anelection, Fidelity will provide you with writtennotification that this has occurred.Should the Plan become “top-heavy”, acertain minimum contribution by theEmployer to the Plan may be required. Ifyou should have further questions about the“top-heavy” Plan rules, please contact amember of the Committee.INVESTMENT OF PLAN ASSETSYour Account will be invested at yourdirection in investment funds madeavailable to you from time to time. Theinvestment funds are described below. Youmay also get a list and description of thecurrently available investment funds atwww.netbenefits.com or by calling 800835-5095.Investment Direction and InformationYou may direct your contributions to yourAccount to be allocated among theinvestment funds in increments of onepercent (1%), or such other increments asare established from time to time by theCommittee. You may also reallocate yourexisting balances in your Account amongthe available investment funds in the sameincrements. Note, you are not able toseparately direct the investment of differentsources of contributions (e.g., DeferredSavings versus Matching Contributions).You must direct the investment of yourAccount as a whole.You have the opportunity to direct theinvestments of your Account, as a whole,among the following types of investmentfunds:Passively managed (index) investmentsLarge-cap domestic stockMid- and small-cap domestic stockInternational stockYou have the right to receive upon request(i) copies of any prospectuses, financialreports and other materials relating to the-7-
Investment Advisory Servicesinvestment funds, (ii) information regardingthe annual operating expenses of eachinvestment fund, (iii) information regardingthe value of shares in each investment fund,(iv) a list of assets making up eachinvestment fund, and (v) informationregarding the value of shares in eachinvestment fund in which your Account isinvested.To make a request, contactFidelity at 800-835-5095. Participants maybe required to pay an administrative annualfee (charged to each Participant’s Account)for the Plan’s administration fees.The Plan has partnered with Fidelity to helpyou with your investment decisions, if youchoose to use these services.With Fidelity Personalized Planning &Advice, you get active retirement accountmanagement. This means that Fidelity’steam of investment professionals invest,monitor, and rebalance your account asneeded to adjust to changes in the market,or changes to your situation. Please call866-811-6041 for more information aboutthis service.Any investment involves some degree ofrisk and the value of your investment will besubject to market fluctuations and otherconditions that could result in a loss.Neither the Committee, the Employer norany employees of the Employer may adviseyou concerning investments and assume norisk connected with any decrease in themarket value. There is no guarantee thatany of the investment options availableunder the Plan will retain their value orappreciate.Although the Committee believes that theseservices may be helpful to thoseparticipants who choose to make use of theservices, it is important that you realize thatFidelity Personalized Planning & Advice isnot affiliated with the Company or theCommittee, and the Committee does notreview any of the investment adviceprovided to participants.Under nocircumstances will the Company or theCommitteehaveanyliabilityorresponsibility for the investment adviceprovided through these services. Foradditional information about any of theseservices, call 800-835-5095, or logon towww.netbenefits.com.Self-Directed Brokerage OptionThe brokerage account offered throughFidelity BrokerageLink allows you to chooseinvestments beyond those available in thePlan’s lineup. You will have access tothousands of mutual funds from hundreds offund families. However, you will not be ableto invest directly in other forms ofinvestment vehicles such as stocks,treasury securities, bonds, CD, options, realestate, insurance, derivatives, commodities,private placements, and publicly tradedpartnerships.VESTINGIf you were an eligible employee on January1, 2015, you will have a fully Vested Interestin your Plan Account. If you were hired orbecame eligible after January 1, 2015, youwill always have a fully Vested Interest inyour own contributions to the Plan -Deferred Savings, Roth ibutions from a merged plan, andRollover Contributions. However, theMatching Contributions shall be subject tothe following vesting schedule:To open a brokerage account, you will haveto call Fidelity BrokerageLink at 866-7664015 and you will be mailed a brokerage kitand application. Keep in mind that you willhave to pay commissions for any tradingactivity you conduct under the brokerageaccount.Years of ServiceLess than 2 years-8-Percentage Vested0%
2 years or more100%commencedEmployer.Regardless of your Years of Service, if youterminate employment with your Employerafter you reach age 65, or by reason of yourdeath, you will have a fully Vested Interestin your Plan Account. Further, if you are aParticipant in the Plan and die whileperforming qualified military service (i.e.,service in the uniformed services of theUnited States for a period of greater than 30days), your Account balance shall become100% vested.reemploymentwiththeLOANSIf you are actively employed, you mayborrow funds from any vested portion ofyour Account, subject to certain restrictions.The amount of the loan, may not exceed thelesser of:You will be credited with a Year of Servicefor each Plan Year in which you work 1,000Hours of Service for the Employer. Inaddition, service with a predecessoremployer will count towards your Years ofService where it is provided for as part of anunderlying transaction. the balance of your Plan Account; 50% of your Vested Interest; or 50,000, reduced by the greatestamount of total loan balances owingby you to the Plan during the 12month period preceding the date ofyour borrowing.The minimum amount of the loan availableis 1,000.You may only have oneoutstanding loan at a time and you may nottake out a new loan until 30 days haveelapsed from the date the prior loan wasfully paid.You will incur a Break in Service beginningon the date you terminate service with theEmployer and ending on the date you returnto service with the Employer. However,military leaves of absence, maternity orpaternity leaves, or leaves of absencegranted by the Employer pursuant to itsleave policy will not constitute a Break inService.As security for repayment of your loan, youwill be required to assign to the trustee aninterest in your vested Account in the Plan.You must also execute a promissory noteevidencing your repayment obligation, andyour loan will bear a commerciallyreasonable rate of interest established bythe Committee. Please contact Fidelity formore information about the current interestrate.Any portion of your Account attributable toMatching Contributions which you are notentitled to receive upon your termination ofservice shall be forfeited. Any amountswhich are forfeited shall be used to reducecontributions of the Employer or to pay thePlan’s expenses.Loans are to be repaid over a period notexceeding 5 years in level payments ofprincipal and interest (unless the loan isused to purchase a residence in whichevent the term of the loan shall not exceed10 years). You must repay the loan throughpayroll deductions. Loan payments may besuspended while you are either on (i) anapproved unpaid leave of absence up toone year (under rules approved by theCommittee) or (ii) a leave performingmilitary service. Please note that if you areIf you receive a distribution from the Planand forfeited a portion of your Account andyou are then reemployed by the Employer,your Account will be restored to the amounton the date of distribution, if you repay tothe trust fund the full amount of thedistribution on or before you incur fiv
Veolia North America 401(k) Savings Plan to help you build financial security for your future. The Plan is designed to help you save for your retirement and create added protection for your family in the event of your death. Except where otherwise noted, this Summary Plan Description describes the .
